Eni S p A : Minutes of the Shareholders’ Meeting 2021

The English text is a translation of the Italian. For any conflict or discrepancy between the two texts the Italian text shall prevail

Index 85266

Deed 24435

MINUTES OF THE ORDINARY

SHAREHOLDERS' MEETING OF

"Eni S.p.A."

HELD ON MAY 12, 2021

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THE ITALIAN REPUBLIC

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On this twenty-fifth day of the month of May of the year two thousand twenty-one in Rome, Piazzale Enrico Mattei n. 1.

Appearing before me PAOLO CASTELLINI, Notary, registered with the Unified Notary District of Rome, Velletri and Civitavecchia,

is:

• LUCIA CALVOSA, born in Rome on June 26, 1961, domiciled for the purposes of these minutes in Rome, Piazzale Enrico Mattei no. 1, Chairman of the Board of Directors of "Eni S.p.A.", having its registered office in Rome at Piazzale Enrico Mattei no. 1, with share capital of €4,005,358,876.00, fully paid up, listed in the Company Register of Rome, taxpayer ID no.00484960588, R.E.A. no. RM-756453, certified email address [e-mail].
  Ms Calvosa whose identity and position I have confirmed, has asked me to prepare, in accordance with Article 2375 of the Italian Civil Code, the

minutes to the Ordinary Meeting of the Shareholders of "Eni S.p.A.", registered office in Rome at Piazzale Enrico Mattei no. 1, with share capital of €4,005,358,876.00, fully paid up, listed in the Company Register of Rome, taxpayer ID no.00484960588, R.E.A. no. RM-756453, certified email address [e-mail], held on May 12, 2021 in Rome, Piazzale Enrico Mattei no. 1 from 10:00 to 10:55 am, that she chaired. These minutes are recorded in my File no. Rep. 85247/24424 dated May 12, 2021, registered with the Revenue Agency - Rome Territorial Office no. 1 on May 13, 2021 no. 13586 series 1T.

Therefore, I report as follows:

"On this twelfth day of the month of May two thousand twenty-one in Rome, Piazzale Enrico Mattei no. 1, at 10:00.

At the request of:

• "Eni S.p.A.", having its registered office in Rome at Piazzale Enrico Mattei no. 1, with share capital of €4,005,358,876.00, fully paid up, R.E.A. no. RM- 756453, listed in the Company Register of Rome, taxpayer ID no.
  00484960588, certified email address [e-mail]. (hereinafter also "Eni" or the "Company").
  I, PAOLO CASTELLINI, Notary, registered with the Unified Notary District of Rome, Velletri and Civitavecchia, with my office at Via Orazio no. 31, Rome, for the purposes of preparing the minutes, have come on this day, May 12, 2021 to Piazzale Enrico Mattei no. 1, Rome to attend the Ordinary Meeting of the Shareholders of the Company, called for today at the aforementioned location at 10:00 a.m. to discuss and resolve the following

AGENDA

1. Eni financial statements at December 31, 2020. Related resolutions. Eni consolidated financial statements at December 31, 2020. Reports of the Directors, of the Board of Statutory Auditors and of the audit firm.
2. Allocation of net profit.
3. Payment of the 2021 interim dividend by distribution of the available reserve.
4. Appointment of a standing auditor to restore full membership of the Board of Statutory Auditors.
5. Appointment of an Alternate Auditor to restore full membership of the Board of Statutory Auditors.
6. Authorisation to purchase treasury shares; Related and consequent resolutions.
7. Report on remuneration paid.
8. • * * *

Entering the meeting hall, I note that LUCIA CALVOSA, born in Rome on June 26, 1961, domiciled for the purposes of her position in Rome at Piazzale Enrico Mattei no. 1, Chairman of the Board of Directors of the Company, is present and that, by virtue of her position and pursuant to Article

15.1 of the By-laws, will be chairing today's Meeting, held in Rome, Piazzale Enrico Mattei no. 1.

I, as notary, have confirmed her identity.

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Ms Calvosa asks me to prepare the minutes of today's Meeting, in

accordance with Article. 2371, paragraph 2, of the Italian Civil Code and Article 5.1 of the Meeting Rules.

The Chairman announces that, pursuant to Article 106, paragraph 4, of Decree-law no. 18 of March 17, 2020, containing "Measures to strengthen the National Health Service and provide economic support for families, workers and businesses connected with the COVID-19 epidemiological emergency," as ratified with Law no. 27/2020 ("Decreto Cura Italia") and to Decree-law no 183 of December 31, 2020, as ratified with Law no. 21 of February 26, 2021, which extended the effectiveness of the measures of the aforementioned Art. 106, Shareholders can participate in Meetings held by July 31, 2021, only by means of a proxy granted to a Shareholders' Representative pursuant to Article 135-undecies of Legislative decree no. 58 of February 24 1998, (Consolidated Law on Financial Intermediation or TUF), ("the Shareholders' Representative"), indicated by the Company in the Trevisan & Associati law firm, as the subject to whom the Shareholders were able to grant their proxy free of charge, with voting instructions. Shareholders were able to grant proxies or sub-proxies to the aforementioned Shareholders' Representative also pursuant to Article 135-novies of the TUF.

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The Chairman notes that the contents of the minutes of the Shareholders' Meeting and its attachments are governed by the Civil Code and the Consob Issuers' Regulation ("Issuers' Regulation" or "RE").

In particular, art. 2375 of the civil code, provides that the minutes must include a summary, at the request of the shareholders, of their declarations relevant to the agenda.

The Issuers' Regulation (Annex 3 E) provides that the minutes of the shareholders' meeting should include "the summary of the interventions with indication of the names of those intervening, the answers given and any declarations commenting on the same". The answers, unless voting instructions to the Shareholders' Representative were explicitly and objectively conditioned on them, will be provided by the Company after the Meeting and published on the Company's website.

Content or documents other than that referred to in these regulations are therefore not included in the minutes or the attachments, unless so specifically requested by the notary.

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The notice calling the Meeting was published on April 2, 2021 in accordance with the law and regulations, on the Internet sites of the Company, and of Borsa Italiana S.p.A, on Consob's authorised central storage mechanism, denominated "1Info-SDIR & Storage", as well as, in extract form, in the daily newspapers "Il Sole 24 Ore" and "Financial Times".

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The notices calling the Meeting published on the Internet site of the Company are attached to these minutes under letter "A".

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The Chairman announces that the Shareholder's Meeting was therefore properly convened.

She also announces that, in addition to herself, the following members of the Board of Directors are present:

- CLAUDIO DESCALZI - Chief Executive Officer;